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As filed with the Securities and Exchange Commission on September 7, 2001
Registration No. 333-______
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
GRAY COMMUNICATIONS SYSTEMS, INC.
(Exact name of Registrant as specified in its charter)
GEORGIA 58-0285030
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
4370 PEACHTREE ROAD, N.E.
ATLANTA, GEORGIA 30319
(Address of principal executive offices) (Zip Code)
GRAY COMMUNICATIONS SYSTEMS, INC. 1992 LONG-TERM INCENTIVE PLAN
(Full title of the plan)
JAMES C. RYAN
GRAY COMMUNICATIONS SYSTEMS, INC.
4370 PEACHTREE ROAD, N.E.
ATLANTA, GEORGIA 30319
(404) 504-9828
(Name, address and telephone number, including area code, of agent for service)
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Copies to:
NEAL H. RAY
TROUTMAN SANDERS LLP
600 PEACHTREE STREET, SUITE 5200
ATLANTA, GEORGIA 30308
(404) 885-3268
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CALCULATION OF REGISTRATION FEE
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Title of each class of Amount to be Proposed maximum Proposed Amount of
securities to be registered registered(1)(2) offering price per maximum aggregate registration fee
share(3) offering price(3)
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Class B Common Stock, no par 1,000,000 shares $13.925 $13,925,000 $3,482
value per share
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(1) Pursuant to General Instruction E of Form S-8, this Registration
Statement covers the registration of 1,000,000 shares of the Class B
Common Stock in addition to shares previously registered under
Registration Statements No. 33-15711 and No. 333-89855.
(2) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended,
this Registration Statement also covers an indeterminate number of
additional shares that may be offered and issued to prevent dilution
resulting from stock splits, stock dividends or similar transactions as
provided in the Gray Communications Systems, Inc. 1992 Long-Term
Incentive Plan.
(3) Estimated solely for the purpose of calculating the registration fee,
in accordance with Rule 457(h)(1) under the Securities Act, on the
basis of the average of the high and low sales prices of $14.00 and
$13.85 per share for the Class B Common Stock as reported on the New
York Stock Exchange on September 4, 2001.
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As permitted by Rule 429 under the Securities Act of 1933, the prospectus
related to this Registration Statement also covers securities registered under
Registration Statements No. 33-15711 and No. 333-89855 on Form S-8.
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PART II -- INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
This Registration Statement on Form S-8 is being filed to register
1,000,000 additional shares of Class B Common Stock, no par value per share (the
"Class B Common Stock"), of Gray Communications Systems, Inc., a Georgia
corporation (the "Company"), which have been reserved for issuance under the
Gray Communications Systems, Inc. 1992 Long-Term Incentive Plan (the "Plan").
The contents of the Company's Registration Statement on Form S-8, filed with the
Securities and Exchange Commission on November 6, 1996 (Registration No.
33-15711), relating to the registration of 300,000 shares of the Company's Class
A Common Stock, no par value per share (the "Class A Common Stock"), and 600,000
shares of the Class B Common Stock (in each case, after giving effect to a 50%
stock dividend on the Class A Common Stock and Class B Common Stock paid to
shareholders on September 16, 1998) reserved for issuance under the Plan, is
incorporated by reference in its entirety herein in accordance with General
Instruction E to Form S-8. In addition, the contents to the Company's
Registration Statement on Form S-8, filed with the Securities and Exchange
Commission on October 28, 1999 (Registration No. 333-89855), relating to the
registration of 1,000,000 shares of the Class B Common Stock reserved for
issuance under the Plan, is incorporated by reference in its entirety herein in
accordance with General Instruction E to Form S-8. The opinions and consents
listed at Item 8 below are annexed hereto.
Item 8. Exhibits.
Exhibit No. Description
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5 Opinion of Troutman Sanders LLP
23.1 Consent of Ernst & Young LLP
23.2 Consent of Troutman Sanders LLP (contained in its Opinion filed as
Exhibit 5).
24 Powers of Attorney (contained on the signature page).
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Atlanta, State of Georgia, on this 5th day of
September, 2001.
GRAY COMMUNICATIONS SYSTEMS, INC.
By: /s/ J. Mack Robinson
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J. Mack Robinson
President and Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Robert S. Prather, Jr. and James C. Ryan,
and each of them (with full power in each to act alone), his or her true and
lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead, in any
and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file the same, with all
exhibits thereto and other documents in connection therewith with the Securities
and Exchange Commission, hereby ratifying and confirming all that said
attorneys-in-fact, or their substitute or substitutes may lawfully do or cause
to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated below on the dates indicated.
SIGNATURE TITLE DATE
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/s/ J. Mack Robinson
- --------------------------------- President, Chief Executive Officer September 5, 2001
J. Mack Robinson and Director (principal executive
officer)
/s/ James C. Ryan
- --------------------------------- Vice President and Chief September 5, 2001
James C. Ryan Financial Officer
(principal financial officer)
/s/ Jackson S. Cowart, IV
- --------------------------------- Chief Accounting Officer September 5, 2001
Jackson S. Cowart, IV (principal accounting officer)
/s/ Richard L. Boger
- --------------------------------- Director September 5, 2001
Richard L. Boger
/s/ Hilton H. Howell, Jr.
- --------------------------------- Director, Vice President September 5, 2001
Hilton H. Howell, Jr.
/s/ William E. Mayher, III
- --------------------------------- Chairman of the Board of Directors September 5, 2001
William E. Mayher, III
/s/ Howell W. Newton
- --------------------------------- Director September 5, 2001
Howell W. Newton
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/s/ Hugh Norton
- --------------------------------- Director September 5, 2001
Hugh Norton
/s/ Robert S. Prather, Jr.
- --------------------------------- Director, Vice President September 5, 2001
Robert S. Prather, Jr.
/s/ Harriett J. Robinson
- --------------------------------- Director September 5, 2001
Harriett J. Robinson
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INDEX TO EXHIBITS
Exhibit No. Description
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5 Opinion of Troutman Sanders LLP.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Troutman Sanders LLP (contained in its opinion
filed as Exhibit 5).
24 Powers of Attorney (contained on the signature page hereof).
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